Leonard James C. 4

What Happened
Leonard James, Chief Operating Officer of Fifth Third Bancorp (FITB), exercised/converted stock appreciation rights or options on July 20, 2026, acquiring 31,639 shares in four tranches. The exercises recorded acquisition values totaling $899,748 (breakdowns below). To satisfy tax withholding, 22,400 shares were surrendered/disposed at $57.40 per share, a value of about $1,285,760. The filing also shows corresponding derivative entries at $0.00 reflecting the conversion/surrender of the underlying awards.

Key Details

• Transaction date: 2026-07-20 (Form 4 filed 2026-07-21 — timely).
• Exercises (acquired):
  • 8,772 shares @ $26.52 = $232,633
  • 4,965 shares @ $33.17 = $164,689
  • 9,654 shares @ $26.72 = $257,955
  • 8,248 shares @ $29.64 = $244,471
  • Total acquired: 31,639 shares; total acquisition cost shown: $899,748.
• Tax withholding (disposed):
  • 6,041 shares @ $57.40 = $346,753
  • 3,753 shares @ $57.40 = $215,422
  • 6,667 shares @ $57.40 = $382,686
  • 5,939 shares @ $57.40 = $340,899
  • Total withheld/surrendered: 22,400 shares; total value: $1,285,760.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (shares withheld).
• Shares owned after transaction: not specified in the information provided in this summary.
• Footnote: F1 — These were stock appreciation rights exercisable in thirds beginning on the first anniversary of the grant, with one-third vesting each year over three years.

Context

• This appears to be a cashless-style exercise where shares created by exercising SARs/options were immediately used (surrendered/withheld) to satisfy tax obligations, not an open-market sale. Such withholding is routine and does not necessarily signal a change in the insider’s broader view of the company.
• The filing was timely (filed the next day); no late filing flag noted.
• For retail investors: purchases (net cash bought) can be more informative as bullish signals; here the economic effect was exercise plus tax withholding rather than a market sale.